Common use of Assignment; No Third Party Beneficiaries Clause in Contracts

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors Sponsor or holder of Registrable Securities or of any assignee of the Investors Sponsor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment Any additional holder of Registrable Securities may become party to this Agreement by any party hereto of such party’s rights, duties executing and obligations hereunder shall be binding upon or obligate delivering a joinder to the Company unless and until the Company shall have received (i) written notice of such assignment Sponsor in form and (ii) the written agreement of the assignee, in a form substance reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors Sponsor or holder of Registrable Securities or of any assignee of the Investors Sponsor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.25.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer, assignment or delegation made other than as provided in this Section 5.3 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Parent hereunder may not be assigned or delegated by the Company Parent in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Investor hereunder may be freely assigned or delegated by such holder of Registrable Securities the Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by the Investor. In the event of any such holderassignment by the Investor of some but not all of its rights hereunder, the assignee will be included in the term “Investor” under this Agreement and shall have pro rata rights under this Agreement with respect to the Registrable Securities so transferred to it, but any determination, consent or action by the Investor hereunder will require the holders of a majority-in-interest of the Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities Investor or of any assignee of the Investors or holder of Registrable SecuritiesInvestor. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.25.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors Investor or holder of Registrable Securities or of any assignee of the Investors Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment Any additional holder of Registrable Securities may become party to this Agreement by any party hereto of such party’s rights, duties executing and obligations hereunder shall be binding upon or obligate delivering a joinder to the Company unless and until the Company shall have received (i) written notice of such assignment Investor in form and (ii) the written agreement of the assignee, in a form substance reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part, unless the Company first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by the Company will relieve the Company of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and Investor which is permitted by the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Lock-Up Agreement; provided that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Holders hereunder may not be freely assigned or delegated by such holder of Registrable Securities Holder except in conjunction with and to the extent of any transfer of Registrable Securities by any such holderthe applicable Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of a Holder and any assignee of a Holder, which shall include the Investors or holder of Registrable SecuritiesPermitted Transferees. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or holder applicable Holder of Registrable Securities or of any assignee of the Investors or holder applicable Holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 IV and this Section 6.26.4. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties duties, and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties duties, and obligations of the holders of Registrable Securities hereunder may only be freely assigned or delegated by such a holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of Registrable Securities by a holder in accordance with applicable law to an Affiliate of a Holder; provided, however, that (i) written notice of such assignment shall be provided to the Company contemporaneously with such assignment (which notice shall include the name, address and phone number of the assignee), along with confirmation of the assignee’s Affiliate status, and (ii) the transferee shall execute and deliver a Joinder to the Company, whereupon such person will be treated as a Holder for all purposes of this Agreement; provided, further, that the Holders may not assign their rights under the second and third sentences of Section 3.1(d) or Section 3.1(h) without the prior consent of the Company (which shall not be unreasonably withheld), and any such holderassignment in violation of the foregoing shall be void. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the parties and their respective successors and permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesassignees. This Agreement is not intended to confer any rights or benefits on any persons that are not a party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Trust hereunder may not be assigned or delegated by the Company Trust in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of (a) any transfer of Registrable Securities by to any Affiliate of Purchaser, or (b) any transfer of not less than 20% of the initial number of Registrable Securities issued to Purchaser at the closing under the Share Purchase Agreement to any Person (subject to any contractual obligation of such holderHolders to the contrary). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesparties hereto and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Trust to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the permitted assigns Trust shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 6 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)8.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities each Investor hereunder may be freely assigned or delegated by such holder of Investor holding Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderInvestor; provided, however, that an Investor may not assign or delegate its registration rights under Section 2 other than to an Affiliate of such Investor. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to Parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 Section 2.8 and this Section 6.24.4. No assignment by any party Party hereto of such partyParty’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.26.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Investor hereunder may be freely assigned or delegated by such holder of Registrable Securities the Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by the Investor, provided: (i) Parent is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement. In the event of any such holderassignment by the Investor of some but not all of its rights hereunder, the assignee will be included in the term “Investor” under this Agreement and shall have pro rata rights under this Agreement with respect to the Registrable Securities so transferred to it, but any determination, consent or action by the Investor hereunder will require the holders of a majority-in-interest of the Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities Investor or of any assignee of the Investors or holder of Registrable SecuritiesInvestor. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and . (b) None of High Mesa Holdings, the Kingfisher Contributor or Riverstone may assign or delegate its rights, duties and or obligations of under this Agreement, in whole or in part, except in connection with a Permitted Transfer (as defined in the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. LP Agreement). (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. Holders. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Article 4 this Agreement and this Section 6.2. 5.02. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.01 and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.02 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Holders hereunder may be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of (i) any transfer of Registrable Securities by to any Affiliate of Stockholder, or (ii) any transfer of not less than twenty percent (20%) of the initial number of Registrable Securities issued to the Stockholder at the closing (a “Permitted Assignment”) under the Purchase Agreement to any Person (such holderPerson, a “Permitted Assignee”) (subject to any contractual obligation of such Holders to the contrary). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesParties and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the permitted assigns Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 Section 7 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement11(d).

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of the Company Pubco hereunder may not be assigned or delegated by the Company Pubco in whole or in part. . (b) This Agreement and the rights, duties and obligations of the holders of Registrable Securities any Stockholder hereunder may be freely assigned or delegated by such holder of Registrable Securities Stockholder in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. Stockholder, subject to compliance with the Lock-Up Periods and Section 6.2(e) below. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors Stockholders. (d) Nothing expressed or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This implied in this Agreement is not intended or shall be construed to confer upon or give any rights or benefits on any persons that are not party hereto person, other than as expressly set forth in Article 4 and the parties hereto, any right or remedies under or by reason of this Section 6.2. Agreement. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Pubco unless and until the Company Pubco shall have received (i) written notice of such assignment as provided in Section 6.1 and (ii) the written agreement of the assignee, in a the form reasonably satisfactory to the Companyattached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement (which may Agreement. Any transfer or assignment made other than as provided in this Section 6.2 shall be accomplished by an addendum or certificate of joinder to this Agreement)null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Trust hereunder may not be assigned or delegated by the Company Trust in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such holderHolder (subject to any contractual obligation of such Holders to the contrary). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesparties hereto and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Trust to any such assignee unless and until the permitted assigns Trust shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 5 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)7.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Buyer hereunder may not be assigned or delegated by the Company Xxxxx in whole or in partpart without the written consent of the Investors holding (as individual record owners or in street name) at a majority-in-interest of the Registerable Securities held by all Investors. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesInvestor which is permitted by such Investor’s Lock-Up Agreement, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons as applicable; provided that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company Buyer unless and until the Company Buyer shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyBuyer, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than the Indemnified Parties and/or persons entitled to contribution rights as expressly set forth in Section 4 and permitted assigns under this Section 6.2.

Assignment; No Third Party Beneficiaries. 5.1.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and . 5.1.2 Prior to the expiration of the respective Lock-up Period, as the case may be, no Holder may assign or delegate such Xxxxxx’s rights, duties and or obligations of the holders of Registrable Securities hereunder may be freely assigned under this Agreement, in whole or delegated by such holder of Registrable Securities in conjunction part, except in connection with and to the extent of any a transfer of Registrable Securities by any such holder. Holder to a Permitted Transferee. 5.1.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. Holders, which shall include Permitted Transferees. 5.1.4 This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Article 4 and this Section 6.2. Agreement. 5.1.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.1 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesparties hereto and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the permitted assigns Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesparties hereto and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the permitted assigns Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement and the permitted assigns of the Investors Investor or holder of Registrable Securities or of any assignee of the Investors Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders each Holder of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesparties hereto and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the permitted assigns Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties duties, and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties duties, and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holderholder in accordance with applicable law; provided, however, that (i) written notice of such assignment shall be provided to the Company contemporaneously with such assignment (which notice shall include the name, address and phone number of the assignee), and (ii) the transferee shall agree to be bound by the terms of this Agreement; provided, further, that neither the Partnership nor Holdings may assign its rights under the second and third sentences of Section 3.1(d) or Section 3.1(h) without the prior consent of the Company (which shall not be unreasonably withheld), and any assignment in violation of the foregoing shall be void. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the parties and their respective successors and permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesassignees. This Agreement is not intended to confer any rights or benefits on any persons that are not a party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Investor hereunder may be freely assigned or delegated by such holder of the Investor holding Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderthe Investor; provided, however, that the Investor may not assign or delegate its registration rights under Section 2, other than to an Affiliate of the Investor, without the prior written consent of the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to Parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 Section 2.8 and this Section 6.24.4. No assignment by any party Party hereto of such partyParty’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in partpart without the written consent of the Investors holding (as individual record owners or in street name) at a majority-in-interest of the Registrable Securities held by all Investors. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesInvestor which is permitted by such Investor’s Lock-Up Agreement, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons as applicable; provided that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than the Indemnified Parties and/or persons entitled to contribution rights as expressly set forth in Section 4 and permitted assigns under this Section 6.2.

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Securities, as the case may be, hereunder may not be assigned or delegated by the Company or the Holders of Registrable Securities, as the case may be, in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities except in conjunction connection with and to the extent of any a transfer of Registrable Securities by any such holder. Holder to a Permitted Transferee. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. Holders, which shall include Permitted Transferees. 5.2.3 This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Article 4 this Agreement and this Section 6.2. 5.2 hereof. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company PubCo hereunder may not be assigned or delegated by the Company PubCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by such Investor; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate PubCo unless and until PubCo shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to PubCo, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable SecuritiesInvestors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Purchaser hereunder may not be assigned or delegated by the Company Purchaser in whole or in partpart without the written consent of the Investors holding at a majority of the Registerable Securities held by all Investors. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by such Investor which is permitted by such Investor’s Lock-Up Agreement as applicable; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Purchaser, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable SecuritiesInvestors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Acquiror hereunder may not be assigned or delegated by the Company Acquiror in whole or in partpart without the written consent of the Holders holding at a majority of the Registerable Securities held by all Holders. This Agreement and the rights, duties and obligations of the holders of Holders holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of any transfer of Registrable Securities by such Holder which is permitted by such Holder’s Lock-Up Agreement; provided that no assignment by any Holder of its rights, duties and obligations hereunder shall be binding upon or obligate Acquiror unless and until Acquiror shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Acquiror, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities Holders or of any assignee of the Investors or holder of Registrable SecuritiesHolders. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. 3.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and . 3.2.2 Prior to the expiration of the Lock-Up Period, no Lock-Up Party, as applicable, may assign or delegate such Holder’s rights, duties and or obligations under this Agreement, in whole or in part, except as permitted in Section 2.3 of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. this Agreement. 3.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. applicable Holders, which shall include Permitted Transferees. 3.2.4 This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Article 4 this Agreement and this Section 6.2. 3.2 hereof. 3.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 3.1 hereof and (iib) to the extent required by the terms hereof, the written agreement or undertaking of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any Transfer or assignment made other than as provided in this Section 3.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Acquiror hereunder may not be assigned or delegated by the Company Acquiror in whole or in partpart without the written consent of the Investors holding at least seventy percent (70%) of Registerable Securities held by all Investors. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by such Investor which is permitted by such Investor’s Lock-Up Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Acquiror unless and until Acquiror shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Acquiror, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable SecuritiesInvestors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Investor hereunder may be freely assigned or delegated by such holder of the Investor holding Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderthe Investor; provided, however, that the Investor may not assign or delegate its registration rights under Section 2 other than to an Affiliate of the Investor. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to Parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 Section 2.8 and this Section 6.24.4. No assignment by any party Party hereto of such partyParty’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.27.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities each Investor hereunder may be freely assigned or delegated by such holder of Investor holding Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderInvestor; provided, however, that an Investor may not assign or delegate its registration rights under Section 2, other than to an Affiliate of such Investor, without the prior written consent of the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to Parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 Section 2.8 and this Section 6.24.4. No assignment by any party Party hereto of such partyParty’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Parent hereunder may not be assigned or delegated by the Company Parent in whole or in part. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor; provided, that in connection with any such holdertransfer, the Investor and such transferee may, in their discretion, make any arrangements as they deem appropriate relating to the allocation or exercise of such rights. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors Investors. Without prejudice to any other or holder similar conditions imposed hereunder with respect to such transfer, no assignment permitted under the terms of Registrable Securitiesthis Section 6.2 will be effective unless and until the assignee to which the assignment is being made, if not an Investor, has delivered to Parent the executed Joinder Agreement in the form attached as Exhibit B hereto agreeing to be bound by, and be party to, this Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder; provided, in the case of any transfer prior to the applicable Initial Demand Date, that such transfer is to a Permitted Transferee. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement and the permitted assigns of the Investors Investor or holder of Registrable Securities or of any assignee of the Investors Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or holder applicable Holder of Registrable Securities or of any assignee of the Investors or holder applicable Holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 4, Section 7.3 and this Section 6.28.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of and be binding upon the partiesparties hereto and their respective heirs, to the successors and permitted assigns of the Investors or holder of Registrable Securities or of (including any assignee of the Investors or holder permitted transferee of Registrable Securities). Any Holder may assign to any transferee of its Registrable Securities (to the extent that such securities continue to be Registrable Securities), its rights and obligations under this Agreement; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 6 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)8.1.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. . (b) This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. Holder, subject to compliance with Section 5.2(e) below. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors Holders. (d) Nothing expressed or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This implied in this Agreement is not intended or shall be construed to confer upon or give any rights or benefits on any persons that are not party hereto person, other than as expressly set forth in Article 4 and the parties hereto, any right or remedies under or by reason of this Section 6.2. Agreement. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 and (ii) the written agreement of the assignee, in a the form reasonably satisfactory to the Companyattached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement (which may Agreement. Any transfer or assignment made other than as provided in this Section 5.2 shall be accomplished by an addendum or certificate of joinder to this Agreement)null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.26.1. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder (except for the Backstop Shares which shall be subject to the restrictions in the Backstop Agreement) may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder; provided that any such transfer shall not be valid unless all corresponding restrictions of such holder under any Lock-Up Agreement entered into by such holder are also assigned or delegated to the recipient of such Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.25.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).. Any transfer, assignment or delegation made other than as provided in this Section 5.3 shall be null and void. ​

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Investor or any subsequent holder of Registrable Securities hereunder may be freely assigned by the Investor or delegated by such other holder of Registrable Securities in conjunction with and to the extent of any transfer by the Investor or such other holder of Registrable Securities by to any Person; provided, that none of the rights, duties or obligations of the Investor or such holderother holder of Registrable Securities shall be assignable unless: (i) the aggregate amount of Registrable Securities transferred to such transferee amounts to at least 1% of the then issued and outstanding Common Stock, which for Convertible Securities, shall be calculated in accordance with Section 13 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) such transferee signs a joinder agreement to this Agreement in a form reasonably satisfactory to the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties hereto and their respective successors and the permitted assigns of the Investors Investor or such other holder of Registrable Securities or of any assignee of the Investors Investor or such other holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by such Investor; provided, that in connection with any such holdertransfer, the Investor and such transferee may, in their discretion, make any arrangements as they deem appropriate relating to the allocation or exercise of such rights. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors Investors. Without prejudice to any other or holder similar conditions imposed hereunder with respect to such transfer, no assignment permitted under the terms of Registrable Securitiesthis Section 6.2 will be effective unless and until the assignee to which the assignment is being made, if not an Investor, has delivered to Company the executed Joinder Agreement in the form attached as Exhibit A hereto agreeing to be bound by, and be party to, this Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesparties hereto and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the permitted assigns Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Purchaser hereunder may not be assigned or delegated by the Company Purchaser in whole or in part, unless Purchaser first provides Investors holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Purchaser will relieve Purchaser of its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser shall have received (i) written notice of such holderassignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Purchaser, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable SecuritiesInvestors. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article Section 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Investor or any subsequent holder of Registrable Securities hereunder may be freely assigned by the Investor or delegated by such other holder of Registrable Securities in conjunction with and to the extent of any transfer by the Investor or such other holder of Registrable Securities by to any Person; provided, that none of the rights, duties or obligations of the Investor or such holderother holder of Registrable Securities shall be assignable unless: (i) the aggregate amount of Registrable Securities transferred to such transferee amounts to at least 1% of the then issued and outstanding Common Stock, which for Convertible Securities, shall be calculated in accordance with Section 13 of the Exchange Act and the rules and regulations promulgated thereunder and (ii) such transferee signs a joinder agreement to this Agreement in a form reasonably satisfactory to the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties hereto and their respective successors and the permitted assigns of the Investors Investor or such other holder of Registrable Securities or of any assignee of the Investors Investor or such other holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may only be freely transferred or assigned or delegated by such holder to Permitted Transferees of a Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderSecurities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns Permitted Transferees of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may only be freely transferred or assigned or delegated by such holder to Permitted Transferees of a Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderSecurities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns Permitted Assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. . (b) This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. Holder. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. Holders. (d) This Agreement is shall not intended to confer any rights or benefits on any persons that are not party hereto parties hereto, other than as expressly set forth in Article 4 this Agreement and this Section 6.2. 5.02. (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.01 and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.02 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Holder hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder; provided, however, that the Holder may not assign or delegate its registration rights under Article II other than to an Affiliate of Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.25.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or holder applicable Holder of Registrable Securities or of any assignee of the Investors or holder applicable Holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 4, Section 7.4 and this Section 6.28.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder; provided, that (i) such transfer of Registrable Securities is permissible under the Purchase Agreement and applicable law and (ii) the assignee or transferee is already a party to this Agreement or, if the assignee or transferee is not already a party to this Agreement, such assignee or transferee agrees in writing to be bound by this Agreement and a copy of such agreement is furnished to the Company prior to such transfer. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and their respective successors and the permitted assigns of the Investors Investor or holder of Registrable Securities or of any assignee of the Investors Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)6.1.

Assignment; No Third Party Beneficiaries. 1.1.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This . 1.1.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of the holders of Registrable Securities a Holder hereunder may be freely assigned in whole or delegated by in part to such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. Holder’s Permitted Transferees. 1.1.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. Holders, which permitted assigns shall include Permitted Transferees. 1.1.4 This Agreement is shall not intended to confer any rights or benefits on any persons or entities that are not party hereto parties hereto, other than as expressly set forth in Article 4 this Agreement and this Section 6.2. 5.2. 1.1.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Purchasers hereunder may not be assigned or delegated by any Purchaser without the prior written consent of the Company other than assignment and delegations to an Affiliate of such Purchaser and except that this Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Securities, in conjunction with and to the extent of any transfer of Registrable Securities by any such holderholder of Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and their respective successors and the permitted assigns of the Investors each Purchaser or holder of Registrable Securities or of any assignee of the Investors a Purchaser or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders Holders of Registrable Securities hereunder may be freely assigned or delegated by such holder Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holderHolder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and the permitted assigns of the Investors or applicable holder of Registrable Securities or of any assignee of the Investors or applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.25.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)Agreement in the form attached as Exhibit A hereto. Any transfer, assignment or delegation made other than as provided in this Section 5.3 shall be null and void.

Assignment; No Third Party Beneficiaries. (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This . (b) Except as set forth in Section 3.1 hereof, this Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder any Holder may not be freely assigned or delegated by such holder of Registrable Securities Holder in conjunction with and to the extent of any transfer Transfer of Registrable Securities by any such holder. Holder. (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesHolders, to the permitted assigns and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. Holders. (d) This Agreement is shall not intended to confer any rights or benefits on any persons Persons that are not party hereto Parties hereto, other than as expressly set forth in Article 4 this Agreement and this Section 6.2. 3.1 hereof. (e) No assignment by any party Party hereto of such partyParty’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in accordance with Section 5.4 and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any Transfer or assignment made other than as provided in this Section 5.1 shall be null and void.

Assignment; No Third Party Beneficiaries. This Purchaser may assign this Agreement at any time in connection with a sale or acquisition of Purchaser, whether by merger, consolidation, sale of substantially all of the assets of Purchaser, or other similar transaction, without the consent of the Investors; provided that such assignee agrees to be bound by the terms and provisions of this Agreement and to assume the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in partPurchaser as set forth herein. This Agreement and the rights, duties and obligations of the holders of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities Investor in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and Investor which is permitted by the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons Lock-Up Agreement; provided that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company Purchaser unless and until the Company Purchaser shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPurchaser, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.

Assignment; No Third Party Beneficiaries. 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and . 6.2.2 Prior to the expiration of the Lock-up Period to the extent applicable to such Holder, no Holder may assign or delegate such Holder’s rights, duties and or obligations of the holders of Registrable Securities hereunder may be freely assigned under this Agreement, in whole or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. part, except as set forth in Section 6.11. 6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to parties and its successors and the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. Holders, which shall include Permitted Transferees. 6.2.4 This Agreement is shall not intended to confer any rights or benefits on any persons Persons that are not party hereto parties hereto, other than as expressly set forth in Article 4 this Agreement and this Section 6.2. 6.2 hereof. 6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Parent hereunder may not be assigned or delegated by the Company Parent in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities Investor hereunder may be freely assigned or delegated by such holder of Registrable Securities the Investor in conjunction with and to the extent of any permitted transfer of Registrable Securities by the Investor. In the event of any such holderassignment by the Investor of some but not all of its rights hereunder, the assignee will be included in the term "Investor" under this Agreement and shall have pro rata rights under this Agreement with respect to the Registrable Securities so transferred to it, but any determination, consent or action by the Investor hereunder will require the holders of a majority-in-interest of the Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities Investor or of any assignee of the Investors or holder of Registrable SecuritiesInvestor. This Agreement is not intended to confer any rights or benefits on any persons Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company Parent hereunder may not be assigned or delegated by the Company Parent in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement holder that is permitted under the Governing Documents of Parent, the Transaction Documents and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons applicable law; provided that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No no assignment by any party hereto Investor of such party’s its rights, duties and obligations hereunder shall be binding upon or obligate the Company Parent unless and until the Company Parent shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyParent, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement shall inure to the benefit of, and be binding upon, the successors (including by merger, acquisition or reorganization or otherwise), and permitted assigns of the Parties. This Agreement is not intended to confer any rights or benefits on any persons that are not Parties other than as expressly set forth in Section 4 and this Section 6.2.

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the partiesparties hereto and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the permitted assigns Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the Investors or holder assignee to be bound by the provisions of Registrable Securities or of any assignee of the Investors or holder of Registrable Securitiesthis Agreement. This Agreement is not intended to confer any rights or benefits on any persons that are Person not a party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement)5.2.